Your Directors are pleased to present the 29th Directors' Report on the business and operations of your Company together
with the Audited Financial Statements for the year ended March 31,2025.

1. FINANCIAL RESULTS

The financial highlights for the year under review compared to the previous financial year are given below:

2. TRANSFER TO RESERVES

The Company does not propose to transfer any amount
to general reserve.

3. DIVIDEND

Though your Company has earned Profit after Tax
(PAT) of ' 19.04 Crores during the year, the Board of
Directors do not recommend dividend for the financial
year 2024-25 as the Board wishes to retain the earnings
to meet its financial obligations and for growth.

4. STATE OF THE COMPANY'S AFFAIRS, FINANCIAL
PERFORMANCE AND BUSINESS OVERVIEW

During the year, The Board suggested to revise and set
up the Vision, Mission and Core Vales

Vision Statement:

To be the most trusted and technology-driven auto
component manufacturer in shaping the future of
mobility and position ourselves amongst India's top
three auto ancillary companies with Innovations,
operational efficiency, excellence in financial
performance as well as sustainable growth through
organic and/or inorganic expansions.

Mission Statement:

To develop within the group companies an
organisational culture that would nurture a
belongingness and mutual faith amongst all stake
holders including employees, suppliers and buyers, so
as to foster a dynamic workplace driven by Innovative
approach, Efficiency and effectiveness in every action

while ensuring quality, safety, and environmental care,
leading to take the organisation to the leadership
position in the auto component industry. The Core
values of the organisation being: Safety First, Ethical
Business Practices, Quality Commitment, Customer
Centricity, Innovation, Sustainability, Growth Mind-set,
and Diversity & Inclusion.

We are pleased to announce our fiscal results for
the year, reflecting robust performance and strategic
growth initiatives undertaken by the Company. In the
financial year ending March 31, 2025, our stand-alone
revenue stood at ' 656.92 Crore. The Profitability
growth underscores our resilience and ability to
navigate challenging market conditions effectively.

Throughout the year, we have remained committed
to enhancing stakeholder value and maintaining
sustainable growth. Our success can be attributed to
the dedication and hard work of our team, supported
by the trust and confidence placed in us by our
valued stakeholders.

Looking ahead, we are optimistic about the future
prospects of the Company. We remain steadfast in our
commitment to delivering superior returns and creating
long-term value. As we navigate the evolving business
landscape, we will continue to innovate and adapt to
seize new opportunities and overcome challenges.

We extend our heartfelt gratitude to our customers,
employees, and partners for their unwavering support
and contribution to our journey. Together, we are
well-positioned to achieve even greater milestones in
the years to come.

5. ELECTRIC BICYCLES AND ELECTRICAL TWO
WHEELERS JOURNEY & NEW VENTURES

E-cycles and Electrical two-wheelers have the potential
to become India's one of the best means of mobility.
They are also an excellent means of transportation
since they mix the convenience of mobility at low speed,
maneuvering on busy streets and health benefits with e
cycles, enhancing rider experience.

The rising popularity of e-cycles and e-two wheelers
benefiting the sector due to lower ownership and
maintenance costs. Advancements in charging
infrastructure and focus on refining battery technology,
saving on fuel expenses, combining lightweight
materials, and investing in marketing campaigns to
increase overall sales. As a result of these initiatives,
the market is projected to expand, which may fuel the

growth ot electric bicycles and low speed two-wheelers
in India in the next few years.

The Company has designed and developed
indigenised range of electric low speed 2 wheelers
and gradually plan to shift to High Speed 2 scooters
after all the certifications, Compliance and regulatory
requirements are fulfilled.

The use of e-cycles has become increasingly popular
in India over the past few years. Additionally, growing
public awareness of the health benefits of cycling,
increasing traffic congestion in India during rush hours,
low maintenance cost and expanding government
initiatives to support e-cycle adoption and Government
of India's push towards low cost, e-vehicles as a
last mile mobility with electric 2/3 wheelers are all
contributing to the country's e-mobility adoption.

During the year under review, Company has sold different
models of E-cycles which are ARAI certified to various
dealers/distributors across the country. Company has
also initiated discussions with integrators for bulk
orders and increase the sales during the FY 25-26.

6. EXPLORING NEW HORIZONS: DIVERSIFICATION
INTO EV, CLEAN ENERGY, AND SOLAR SECTORS.

In response to the dynamic shifts within the automotive
and energy sectors, Autoline Industries Limited is
embarking on a strategic expansion into Electric
Vehicles (EVs), Clean Energy, and Solar technologies.
Renowned for our expertise in manufacturing
high-quality auto components, this diversification
represents a pivotal move towards sustainable growth
and leadership in emerging markets.

The rationale for such expansion is that the Company
recognizes the imperative to adapt and innovate in
a rapidly evolving market environment. The global
transition towards electric mobility and renewable
energy solutions presents significant opportunities for
expansion. By leveraging our decades of experience
in precision engineering and robust manufacturing
capabilities, we are poised to cater to the escalating
demand for Electrical 2 wheelers, EV components,
charging infrastructure, and solar energy systems
apart from developing an In-house state of the art
Technology center.

The Company is already supplying solar components
for Solar panels / projects and plan to extend the
business further. The Company has been planning to
fully utilize the potential in Non-auto business such as
in clean energy and solar sector.

Strategic Expansion Rationale:

In a strategic move that aims to redefine standards
in automotive manufacturing, the Company is poised
to unveil its cutting-edge facility in Chakan, Pune
(Maharashtra) . Designed around the principles of
Industry 4.0, the new plant will integrate advanced
automation, real-time data analytics, and smart
manufacturing systems to significantly boost
production efficiency and quality.

This ambitious initiative underscores Autoline's
commitment to innovation and excellence, positioning
the company at the forefront of the Indian automotive
sector. The Chakan facility not only enhances
manufacturing capabilities but also reinforces Autoline's
vision to lead with technology-driven solutions that
meet evolving customer and market demands

Technological Advancements:

At Autoline Industries Limited, we are investing in
cutting-edge technologies, robotic machines to
enhance our manufacturing processes and product
offerings. Advanced materials, smart manufacturing
techniques, and AI-driven automation are central to our
strategy, enabling us to deliver efficient and reliable
solutions that meet the stringent requirements of EV
and solar industries apart from our core business.

Sustainability Collaborative Partnerships:

The Company has taken comprehensive steps to reduce
the Carbon Footprint and accordingly your Company
has entered into an agreement with Hamsa Solar Asset
Series 4 Private Limited, a Special Purpose Vehicle
(SPV) created under captives scheme, incorporated
under companies Act 2013.

7. RAISING OF FUNDS THROUGH PREFERENTIAL
ALLOTMENT

To mobilize the debt free funds for the purpose of
Capacity enhancement including to support the set-up
of new plant at Sanand, working capital requirements
and General Corporate purposes, the Board of Directors
decided to issue and allot Compulsory Convertible
Debentures ("CCDs") and Convertible Warrants
("Warrants") on Preferential Basis. The Board of
Directors at its Meeting held on Friday, 13th October,
2023 passed the resolution to offer, issue and allot
Warrants on Preferential Basis and with approval of the

Shareholders in Extra-Ordinary General Meeting held on
November 7, 2023, the 42, 12,237 CCDs were allotted to
64 No of Investors in 2 tranches on December 28, 2023
and on January 01,2024. The 22, 00,000 warrants were
also allotted to 2 Promoters on January 01, 2024.

Allotment of Shares on Conversion of CCDs and
Warrants

To support its ongoing expansion, the
Company had raised:

• ' 43.18 Crores through Compulsorily Convertible
Debentures (CCDs) [now converted into equity
shares] from new investors

• ' 22.50 Crores through share warrants

[now converted into equity shares] from
the promoter group

The expansion project is completed in Q4 FY

2024- 25, with production commencement in Q1 FY

2025- 26, further strengthening Company's ability to
serve both domestic and international markets with
agility and scale.

The Board of Directors have converted the 42,12,237
CCDs into Equity Shares by way of resolution passed
Wef from December 27, 2024 on completion of full
conversion period of one year at price of ' 102.50/ -each
share ( including a premium of ' 92.50/- per equity
share) . The Board has also converted the Warrants
into Equity shares by way of resolution Wef on
June 27, 2025 on receipt of full warrants money and on
completion of full conversion period of 18 months at a
price of ' 102.50/- each share (including a premium of
' 92.50/- per share).

8. EXPANSION OF FACILITY SET-UP AT SANAND AND
AT CHAKAN, PUNE.

Tata Motors offered Business opportunity if we set
up manufacturing facilities in Sanand, Gujarat to set
up a facility at Sanand, Gujarat to cater the need of
automobile parts and components for Tata Motors.
Accordingly a new state of art Industry 4.0 enabled
facility has been established in Sanad, (GIDC), Gujarat.
The Company has , in last few financial year and
specially, post-pandemic grabbed every opportunity
in the automotive and non-automotive sectors and
accepted the business proposition with Tata Motors
Ltd. and Non-Tata Motors Limited customers in order
to continue growing with the market.

Over the Past few years, the strategic focus has been
on optimizing efficiency, Plant Rationalization product
quality, fostering innovation through technology
integration, adapting workforce capabilities,
streamlining supply chain processes, and elevating
customer experience.

At Sanand, the company has implemented tandem
press lines, advanced welding technologies that have
dramatically improved production throughout and
operational efficiency.

As part of this strategic upgrade, the Sanand facility
now features, Spot Welding Robots, MIG Welding
Robots and Spot Welding Cells.

Completed within the last 12 months, this expansion
underscores Company's proactive investment in
automation and capacity building, aligning with the
growing demands of its OEM partners.

Company Set to Launch Advanced Manufacturing
Facility in Chakan, Pune.

In a strategic move that aims to redefine standards
in automotive manufacturing, the Company is poised
to unveil its cutting-edge facility in Chakan, Pune.
Designed around the principles of Industry 4.0, the new
plant will integrate advanced automation, real-time
data analytics, and smart manufacturing systems to
significantly boost production efficiency and quality.

This ambitious initiative underscores the Company's
commitment to innovation and excellence, positioning
the company at the forefront of the Indian automotive
sector. The Chakan facility not only enhances
manufacturing capabilities but also reinforces Autoline's
vision to lead with technology-driven solutions that
meet evolving customer and market demands.

The Company, as a high-tech addition, backed by
a capital investment of ' 60 Crores, has installed a
state-of-the-art robotic press line at its Chakan facility,
featuring press capacities ranging from 500T to 1000T
having robotic automation. Designed to address a
wide spectrum of manufacturing requirements, the
line boasts large bed sizes of 3700 mm x 2000 mm,
reinforcing the company's focus on scalability, flexibility,
and precision engineering. This expansion is more than
just an infrastructure upgrade- it is a clear testament to
Company's unwavering commitment to technological
innovation and future-ready production systems.

9. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis for the year
under review as stipulated under Regulation 34 of the
Listing Regulations is presented in a separate section
forming part of the Annual Report.

10. SUBSIDIARIES AND THEIR PERFORMANCE:

i. Autoline Industrial Parks Limited ("AIPL"):

AIPL is engaged in land acquisition and development
activities and has foreign investment. It owns and
possess 113.02 acres of land parcel at Mahalunge,
Chakan, Pune, has magnificent potential.

During the period under review, AIPL has not contributed
to the performance of the Company since there is no
other activity in AIPL except to monetize/develop the
land which is under consideration.

Sale of Investments in Autoline Industrial Parks Limited
(AIPL)

In view of the joint development of Lands and the
projects in AIPL, which could not materialize, The
Board of the Company had earlier decided and
approved to divest the Company's stake held in AIPL.
Accordingly a Share Purchase Agreement (an SPA)
has been entered with MNSC Realty Private Limited
(the Company) alongwith subsidiary, Autoline Design
Software Limited (ADSL) to sell the entire stake held
in AIPL as per the terms and conditions as detailed in
the SPA. The proposal to sell the stake to MNSC was
also approved by the Shareholders of the Company
in its Annual General Meeting held on September 25,
2023. The Board of Directors in their Meeting held on
March 26, 2025 have further directed to transfer the
shares in favour of MNSC for which the money has
been received. By the end of the Quarter June 30, 2025
and as at the date of this report, The Company has,
in 2 tranches, transferred 3, 04, 16, 690 Shares for a
consideration of ' 84,50,000,00 , amounting to 88.79 %
of its holding in AIPL and AIPL has not been a Material
Subsidiary w e f April 15, 2025. As per the SPA, Your
Company had received an amount of ' 84.50 Crores
only during the FY 2024-25.

11. Autoline Design Software Limited ("ADSL"):

As a wholly owned subsidiary of Autoline, ADSL
has become a leading provider of engineering and
designing software services to the Company. With their
multifaceted approach to engineering solutions, they
are able to provide customers with one-stop complete
solutions for all their needs. From design concepts to
rapid prototype manufacturing, ADSL is always ready to
deliver quick and efficient results.

ADSL, since last many years have been designing the
products for AIL customers like- Volkswagen (VW),
Tata Motors (TML), Ford and General Motors and
few businesses are discontinued now. The Company
is already developing designs for Mahindra and
Mahindra for three wheelers and has also few potential
domestic Customers on the radar in the process of
offering the design.

The engineering and design segment is an ever-growing
industry with enormous potential. The demand
for innovative designs and efficient solutions is
constantly increasing in all the sectors and the uptick
in Auto sector, and other sectors aswell, will open up
tremendous demands for these kinds of Services and
ADSL is well posed to grab these opportunities.

ADSL has been actively working on expanding its
customer base by offering offshore and onsite
engineering services and high-quality business
solutions that cater to various industries such as
automotive, railway, defense, white goods, consumer
electronics etc. Their extensive experience in these
sectors means that they can provide valuable insights
into the latest trends and innovations within those fields.

As a captive resource and a reliable Design partner of
the Company, one such successful endeavor by ADSL
was the assistance in manufacturing and launch of
E-cycles in the market. With their design support and
technical assistance, ADSL is also helping the Company
to design and manufacture low speed and high speed
electric two wheelers, apart from manufacture electric
cycles that has already got some momentum in sales.
ADSL as a captive resource and to outside customers
have been meeting high-quality standards while being
cost-effective also. ADSLs experience also extends to
testing and validation services for major automobile
manufacturers like Ashok Leyland, Tata Motors as
well as Autoline among others. This proves that ADSLs
capabilities go beyond just designing software; they are
also proficient in delivering comprehensive services
related to engineering solutions.

The Board of the Company has also approved to
develop, ADSL as a Technology Hub for the Autoline
group by developing core strengths and capabilities
which includes:

• creating world-class mechanical assemblies
using cutting-edge software backed by proven
engineering and patented innovations

• aligned with international quality standards

• addressing complex, customer-specific challenges

• driving efficiency through lightweight and
eco-friendly design

During the year under review, ADSL achieved a revenue
of ' 4.27 Crores with a net profit of ' 29.01 Lakhs.
During the year under review despite the fact that all
revenue is generated from business performed for
the Company, it provides the comfort of in-house
availability of engineering design capabilities to the
Company's customers, directly contributing to the
Company's performance.

iii. Autoline E-Mobility Private Limited ("AEMPL"):

The EV business of the group is planned through
the Subsidiary- Autoline E- Mobility Private Limited
(AEMPL). AEMPL is currently supported by ADSL for
designing and technical support.

The Company also planning to enter into the electric
low speed 2 wheelers and gradually shifting to High
Speed scooters. There are over all 9 designs of the
E-Cycles apart from 2 wheelers and ADSL is immensely
supporting the current business of AEMPL.

During the year under review, AEMPL achieved a
revenue from operations of ' 21.09 Lakhs with a net
loss of ' (83.24) Lakhs and to that extent it has been
included in the consolidated results of the Company.

iv. Koderat Investments Limited, Cyprus - (Koderat):

Your Company had acquired 100% stake in Koderat
Investments Limited in September, 2008 ("Koderat")
a Company incorporated and existing under the laws
of Cyprus; acting as a Special Purpose Vehicle (SPV).
Further "Koderat" invested funds in "SZ Design Srl"
and "Zagato Srl" Italian limited liability companies,
Milan and acquired 49% equity share capital of said
Italian companies. These companies were into the
business of developing, designing and providing
engineering services.

The net worth of SZ Design Srl has been eroded due
to various write-offs. SZ Design Srl has been declared
bankrupt by the Tribunal of Milan on January 2, 2015
and the judiciary receiver has been appointed by

the Bankruptcy Tribunal and the investment in this
Company was impaired to Nil as not realizable. The net
assets value of Zagato Srl has turned negative due to
incurring losses in previous years and it was declared
voluntarily in liquidation. The Shareholders' meeting
of Zagato S.r.l. has resolved to exclude Koderat as a
shareholder. The resolution has been registered in the
Registrar office, Cyprus and now Koderat is no more
shareholder of Zagato Srl. Koderat is a Special Purpose
Vehicle ("SPV") and due to above-mentioned reasons, it
has not contributed directly to the performance of the
Company during the year under review.

11. SUBSIDIARIES' FINANCIALS

A Report on the performance and financial position of
each of the subsidiaries of the Company pursuant to
Rule 8 (1) read with Rule 5 of Companies (Accounts)
Rules, 2014 in Form AOC-1 is annexed as "Annexure -A"
and forms a part of this Annual Report.

12. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) & 134(3) of the Act read
with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014 (As amended from time to
time), the Annual Return of the Company in prescribed
e-Form MGT-7 for the FY 2024-25 is uploaded on the
website of the Company at the following link: http://
www.autolineind.com/annual-reports/

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in accordance with the
provisions of Section 149 of the Act and Regulation 17 of
the Listing Regulations, with an optimum combination
of Executive, Non-Executive and Independent Directors.
This composition is meticulously structured to uphold
governance standards and foster strategic oversight.

The Board has 7 (Seven) Directors comprising
of 1 (One) Non - Executive Chairman who is an
Independent Director, 1(One) Managing Director, 2
(Two) Whole-time/ Executive Directors, 2 (Two) other
Independent Directors and 1(One) Non-Executive -
Nominee Director as on March 31, 2025. The complete
list of Directors of the Company has been provided in
the Report on Corporate Governance forming part of
the Annual Report.

In accordance with Section 152 of the Act and Articles of
Association of the Company, Mr. Sudhir Mungase (DIN:
00006754), will retire by rotation at the ensuing AGM and
being eligible, have offered himself for re-appointment.
The Board recommends re-appointment(s) for the
approval of the Members of the Company. The brief

profile of Mr. Sudhir Mungase (DIN: 00006754), is
included in the Notice of the AGM of the Company.

The Directors on the Board are persons with proven
competency, integrity, experience, leadership qualities,
financial and strategic insights. They have a strong
commitment to the Company and devote sufficient
time to the Meetings.

As at March 31, 2025, the Company has the following
Key Managerial Personnel:

1) Mr. Shivaji Tukaram Akhade - Managing Director

2) Mr. Sudhir Vitthal Mungase - Whole-time Director

3) Mrs. Aishwarya Akhade - Executive Director

4) Mr. Venugopal Rao Pendyala - Chief
Executive Officer

5) Mr. Uttam Kumar Biswas - Chief Financial Officer

6) Mr. Pranvesh Tripathi - Company Secretary &
Compliance Officer

7) Mr. Rahul Chorghe- Head- HAD and Sustainability

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the
Companies Act, 2013, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts for the year
ended March 31, 2025, the applicable Accounting
Standards have been followed along with proper
explanations relating to material departures.

ii) The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as on March 31, 2025 and of the profit of the
Company for that period.

iii) The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

iv) The Directors have prepared the annual accounts on a
going concern basis.

v) The directors have laid down internal financial controls
to be followed by the Company and such controls are
adequate and are operating effectively.

vi) The Directors have devised proper system to ensure
compliance with the provisions of all applicable laws
and such systems are adequate and are operating
effectively, which are being further strengthened.

15. BOARD AND COMMITTEE

a. BOARD MEETINGS

Six meetings of the Board of Directors were held during
the year. The intervening gap between two consecutive
Board Meetings was within the period prescribed under
the Act and SEBI LODR. The details of the composition
of the Board and the attendance of the Directors at
the Board meetings are provided in the Corporate
Governance Report forming a part of this Annual Report.

b. COMMITTEE MEETING

The Board of Directors of your Company has constituted
the following Committees in line with the applicable
provisions of the Act and SEBI Listing Regulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

More information on all of the above Committees,
including details of their composition, scope, meetings,
and attendance, are provided in the Corporate
Governance Report, forming a part of this Annual Report.

During the year under review, all the recommendations/
submissions made by the Audit Committee and other
Committees of the Board were accepted by the Board.

16. INDEPENDENT DIRECTOR

a. Separate Meeting of Independent Directors

As stipulated in the Code of Conduct for Independent
Directors under the Act and Listing Regulations, 1
(one) separate Meeting of Independent Directors of the
Company was held on February 8, 2025 to review the
Internal Audit Mechanism; and to review the performance
of Non-Independent Directors (including the Chairman)
and Board as a whole. Independent Directors also
assessed the quality, quantity and timeliness of flow of
information between the Company Management and
Board, which is necessary to effectively and reasonably
perform and discharge their duties.

b. Declaration by Independent Directors

All Independent Directors of your Company have
submitted their declaration of independence as
required under provisions of Section 149(7) of the
Act and Regulation 25(8) of the Listing Regulations.
These declarations affirm that they meet the criteria of
independence as provided in Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations and
are not disqualified from continuing as Independent
Directors of your Company. Further, veracity of
the above declarations has been assessed by the
Board in accordance with Regulation 25(9) of the
Listing Regulations.

The Board is of the opinion that Independent Directors
of the Company hold highest standards of integrity
and possess requisite qualifications, expertise &
experience (including the proficiency) and competency
in the business & industry knowledge, financial
expertise, digital & information technology, corporate
governance, legal and compliance, marketing & sales,
risk management, leadership & human resource
development and general management as required to
fulfill their duties as Independent Directors.

Further, in terms of the provisions of Section 150 of the
Act read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014 (as
amended from time to time), all Independent Directors
have confirmed that they have registered themselves
with databank maintained by the Indian Institute
of Corporate Affairs ('IICA'). These declarations/
confirmations have been placed before the Board.

c. Familiarization Programs of Independent Directors

In terms of the provisions of Regulation 25 of the
Listing Regulations, the Company has framed a
policy on 'Familiarization Programs for Independent
Directors'. Accordingly, upon appointment of an
Independent Director, the appointee is given a formal
Letter of Appointment, which inter-alia explains the
role, function, duties and responsibilities expected as a
Director of the Company.

Further, Independent Directors are familiarized with the
Company, their roles, responsibilities in the Company,
nature of industry in which the Company operates,
business model of the Company etc. The Directors are
also explained in detail the compliance required from
them under the Act and Listing Regulations.

The specific details of trainings are covered in the
Business Responsibility & Sustainability Report
("BRSR") forming part of the Annual Report. The Policy
on Familiarization Programs for Independent Directors
along with the details of the Familiarization Programs
are available on the website of the Company and can
be accessed at http://www.autolineind.com/code-of-
conduct-policies

17. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p) and
Schedule IV of the Act and in accordance to Regulation
17(10) and 25(4) of the Listing Regulations, the Board
has carried out the annual performance evaluation
of the Board as a whole, various Committees of the
Board and of Individual Directors. The performance
evaluation of Independent Directors was carried out by
the entire Board of the Company. The performance was
evaluated on the basis of 1-5 scores (Min: 1, Max: 5)
each on the basis above parameters.

The Board and NRC reviewed the performance of
Individual Directors based on various aspects which,
inter-alia, included transparency, performance, the level
of participation in the Board Meetings, inputs provided
to executive management on matters of strategic
importance, familiarization with the business of the
Company and its Subsidiaries, etc.

In a separate Meeting of Independent Directors,
performance of Non-Independent Directors and
Chairman of the Company was evaluated, taking
into account the views of Executive Directors and
Non-Executive Directors. The same was discussed
in the Board Meeting that followed the Meeting of
Independent Directors, at which the performance of
the Board, its Committees and Individual Directors was
also discussed.

The outcome of the performance evaluation of the
Board for the year under review was discussed by
the Board in their Meeting. All Directors expressed
satisfaction with the evaluation process.

18. NOMINATION & REMUNERATION COMMITTEE
AND COMPANY'S POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION

Section 178 of the Act and Regulation 19 read with
Part D of Schedule II of the Listing Regulations
requires the NRC to formulate a Policy relating to
the remuneration for the Directors, Key Managerial

Personnel ("KMP"), Senior Management and other
employees of the Company; and recommend the same
for approval of the Board.

The Company, based on the recommendation of the
NRC, has framed a Nomination and Remuneration
Policy relating to appointment of Directors, payment
of managerial remuneration, Directors qualifications,
positive attributes, independence of Directors and
other related matters as provided under Section 178 of
the Act and Regulation 19 read with Part D of Schedule
II of the Listing Regulations.

The Policy provides that remuneration to Directors,
Key Managerial Personnel and Senior Management
involves a balance between fixed and incentive pay
reflecting short-term and long-term performance
objectives. The policy also has the unique feature of
providing Directors, Key Managerial Personnel and
Senior Management reward linked directly to their
effort, performance, dedication and achievement
relating to the Company's operations.

I n compliance with Section 178(4) of the Companies
Act, 2013 and the rules made thereunder, the salient
features of the Nomination and Remuneration Policy of
the Company and its web link are given as under.

The complete policy is available at http://
www.autolineind.com/code-of-conduct-policies/

The Non-executive Directors have no pecuniary
relationship or transactions with the Company.
Further, the Company makes no payments to the
Non-executive Directors other than sitting fees which
is in accordance with the provisions of the Companies
Act, 2013 and the Rules made there under.

19. RISK MANAGEMENT POLICY

Your Directors have formed a Risk Management
Committee chaired by Mr. Kishor Kharat (DIN:
07266945). During the year your company has
reconstituted the committee and added management
members in order to strengthen the committee's
oversight of the risk management process, ensure that
the company is taking the proper steps to mitigate risks,
and enhance the overall risk management framework of
the Company. In the Company's Corporate Governance
Report, a detailed composition is provided. In order
to reflect the most recent risk management best
practices and standards, your company has updated its

risk management policy. To address all facets of risk
management, the amended policy has been made more
thorough. The policy has been expanded, made more
clear, and is now enforceable, all of which will make it
easier to verify that the business is taking the proper
precautions to reduce risks and safeguard its assets.

The Management has established sufficient

and efficient procedures and resources for risk
management. The Risk Management Committee's
reorganization is a critical step in strengthening
the company's risk management structure.

With the addition of management representatives, the
committee will have the knowledge and experience
required to efficiently supervise the company's risk
management initiatives. The committee is committed
to ensuring that the company is taking the appropriate
measures to mitigate risks

Your Company has not yet identified any risk factors
that could imperil its survival, with the exception of the
general, economic, and business risks stated under the
para-Risks and Mitigation Strategies in Management
Discussion and Analysis Report, which is a part of
this Annual Report.

20. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

According to the size, scope, and complexity of its
operations, your company has an internal control
system. The Internal Auditors / Audit Department
monitors and evaluates the organization's adherence
to operational systems, accounting procedures, and
policies at all of the Company and its Subsidiaries'
locations, as well as the effectiveness and sufficiency
of internal control systems. Based on the report
from the internal audit function and internal auditors,
the Board has advised the functional heads and
process owners to take corrective action in order to
improve the controls.

21. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

The initiatives taken by the Company from an
Environmental, Social, Governance & Sustainability
perspective are provided in the Business Responsibility
& Sustainability Report ("BRSR") which is presented in a
separate section and forms part of the Annual Report.
BRSR includes details on performance against the nine
principles of the National Guidelines on Responsible
Business Conduct and a report under each principle,
which is divided into essential and leadership indicators
is also part of it.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company recognizes the responsibilities towards
society and strongly intends to contribute towards
development of knowledge based economy.

In terms of the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 (as amended from time to time),
the Company has constituted a Corporate Social
Responsibility ("CSR") Committee. The composition and
terms of reference of the CSR Committee is provided in
the Report on Corporate Governance forming part of
the Annual Report.

The Company has also formulated a CSR Policy
which is available on the website of the Company at
www.autolineind.com in statutory section

The Company's CSR activities are mainly focused
on Education. The social contribution made by the
Company is covered in ESG section forming part of
the Annual Report. The Company's CSR initiatives are
broadly aligned with the Sustainable Development Goals
("SDGs"), which indicate a holistic approach towards
social responsibility. We assure you that your Company
will continue to work towards its social commitment
and contribute in nation building with the same zeal.

An Annual Report on CSR activities as required under
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 (as amended from time to time) has been
appended as "Annexure D" to this Board's Report.

23. AUDIT COMMITTEE

Your company has formulated an Audit Committee,
the members of which are listed in the Corporate
Governance report along with other information.

The Board regularly receives recommendations from
the Audit Committee. The Board carefully considers
those suggestions. However, during the year under
review, there have not been any occasions where
the Audit Committee's recommendations were not
followed by the Board.

24. AUDITORS
STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act
read with the Companies (Audit and Auditors) Rules,
2014 (as amended from time to time) at 26th Annual
General Meeting on September 29, 2022, the members
of the Company appointed M/s. Sharp & Tannan

Associates, Chartered Accountants, as the Company's
Statutory Auditors for a term of 5 years beginning
after the conclusion of this 26th Annual General
Meeting and ending after the Company's 31st Annual
General Meeting.

The Auditors have confirmed that they are not
disqualified to continue as Auditors and are eligible
to hold office as Auditors of the Company. The Audit
Committee reviews independence and objectivity of the
Auditors and effectiveness of the audit process.

Statutory Auditors' Report:

The Notes to Accounts referred to in the Auditors'
Report are self-explanatory, therefore, do not call
for any further clarifications under Section 134(3)(f)
of the Act except the Auditors have issued an Audit
qualification as follows:

Details of Audit Qualification:

Company had recognized credit for Minimum Alternate
Tax (MAT) for the Assessment Year 2011-12 and
2012-13 corresponding to financial year 2010-11 and
2011-12 under section 115 JAA of the provisions of
the Income Tax Act, 1961 totaling to ' 1,1 93.61 Lakhs.
As per the provisions of the Income Tax Act, 1961, these
MAT Credits are available for utilization for a period
of 15 years from the year in which it is recognized.
The company expects to utilize the MAT credit within
the remaining period.

However, in our opinion, based on the financial
projections made available to us as well as the
existence of the accumulated carry forward losses
as per tax laws, it is unlikely that such MAT credit of
' 1,193.61 Lakhs can be utilized within the designated
period. Accordingly, the MAT Credit Asset, total
comprehensive income and retained earnings in the
financial results are overstated to that extent.

Management's View:

Utilization of MAT credit of ' 477.19 Lakhs
corresponding to AY 2011-12 and ' 716.42 Lakhs
corresponding to AY 2012-13 will expire in FY 2025-26
and 2026-27 respectively, as per the Income Tax Act,
1961. Management will charge off these MAT credits
in two equal installments of ' 596.81 Lakhs each in FY
2025 -26 and FY 2026-27. Management would also like
to clarify that these charges do not have any impact on
Cash flow nor on Operational Profitability.

Pursuant to the provisions of Section 204 of the Act,
read with the Rules made thereunder, and Regulation
24A of the Listing Regulations, the Company has
appointed M/s. KANJ & Co. LLP, Company Secretaries,
Pune, a firm of Practicing Company Secretaries; Pune
to undertake the Secretarial Audit of the Company for
the FY 2024-25.

SEBI vide notification dated 12th December, 2024,
amongst other, amended Regulation 24A of the
Listing Regulations. The said amended Regulation
24A stipulates that listed companies and its material
unlisted subsidiaries incorporated in India shall
undertake secretarial audit by a secretarial auditor who
shall be a peer reviewed Company Secretaries' Firm.

Further, as per Regulation 24A, the appointment/
re-appointment of an individual as a secretarial auditor
cannot be for more than one term of five consecutive
years and in case the secretarial auditor is a secretarial
audit firm, it cannot be for more than two terms of
five consecutive years and such an appointment/
reappointment shall be approved by the members of
the company at its AGM.

In view of the aforesaid, the Board of Directors of
the Company, on the recommendation of the Audit
Committee at its meeting held on 24th May, 2025,
appointed M/s. Kanj & Co LLP, Company Secretaries as
the Secretarial Auditor of the Company, for a period of
five consecutive financial years commencing from FY
2025-26 to the FY 2029-30, subject to approval of the
Members of the Company at the forthcoming AGM.

Further, the Secretarial Auditor has confirmed that they
have subjected themselves to Peer Review process
by the Institute of Company Secretaries of India
("ICSI") and hold valid certificate issued by the Peer
Review Board of ICSI.

Secretarial Audit & Annual Secretarial Compliance
Report

The Secretarial Audit Report of the Company issued
by the Secretarial Auditor has been appended as
"Annexure - C" to this Board's Report.

Pursuant to the provisions of Regulation 24A of the
Listing Regulations, Annual Secretarial Compliance
Report for the Financial Year ended March 31,2025 was
obtained from M/s. Kanj & Co LLP, Company Secretaries.

The internal auditors carried out a thorough audit
and looked at a number of things, such as related
party transactions, inventory management, human
resources and payroll, and so forth. They have provided
their observation while carrying out the internal audit
along with solutions and remedial actions in order to
improve overall effectiveness and efficiency in the
pertinent domains.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SECTION 143(12)

During the year under review, there were no frauds
reported by the auditors to the Audit Committee
or the Board under Section 143(12) of the
Companies Act, 2013.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act
read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules 2014 (as amended from time
to time) and Regulation 22 of the Listing Regulations,
the Company has framed Vigil Mechanism/Whistle
Blower Policy to enable Directors and employees to
report genuine concerns or grievances, significant
deviations from key management policies and
report any non-compliance and wrong practices, e.g.,
unethical behavior, fraud, violation of law, inappropriate
behavior/conduct etc.

The functioning of the Vigil Mechanism is reviewed by
the Audit Committee from time to time. None of the
Directors or employees have been denied access to the
Audit Committee of the Board.

The objective of this mechanism is to maintain a
redressal system which can process all complaints
concerning questionable accounting practices, internal
controls, or fraudulent reporting of financial information.

The Whistle Blower Policy framed by the Company is
in compliance with the requirements of the Act and
Listing Regulations, and is available on the website
of the Company and can be accessed at https://
www.autolineind.com/download/

27. LOANS, GUARANTEES AND INVESTMENTS BY
COMPANY

Particulars of loans given, investments made,
guarantees given and securities provided along with
the purpose for which the loan or guarantee or security
provided is proposed to be utilized by the recipient of
loan or guarantee or security in terms of the provisions
of Section 186 of the Act and are disclosed under
Notes to Accounts annexed to the Standalone Financial
Statements for the Financial Year ended March 31,
2025 and the same forms part of the Annual Report.

28. DEPOSITS

The Company has not accepted or renewed any amount
falling within the purview of provisions of Section 73
of the Act read with the Companies (Acceptance of
Deposit) Rules, 2014, during the year under review.
Hence, the details relating to deposits as required to be
furnished in compliance with Chapter V of the Act are
not applicable.

29. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act, Listing
Regulations and pursuant to the recommendation of
the Audit Committee, the Company has formulated the
Policy on Materiality and Dealing with Related Party
Transactions ("RPT Policy") which is available on the
Company's website and can be accessed at https://
www.autolineind.com/download

All related party transactions entered into during
the FY 2024-25 were on an arm's length basis and
in the ordinary course of business. All related party
transactions were placed before and approved by
the Audit Committee and also by the Board, wherever
necessary. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are
of unforeseen or repetitive in nature. The details of all
such related party transactions entered into pursuant
to the omnibus approval of the Audit Committee, were
placed before the Audit Committee on a quarterly basis
for its review.

Pursuant to the provisions of Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 (as amended from time to time), there are

no transactions to be reported under Section 188(1)
of the Act. Accordingly, the disclosure of related
party transactions, as required in Form AOC-2 is not
applicable to the Company.

Details of transactions, contracts and arrangements
entered into with related parties by the Company during
the FY 2024-25 are given under Note no. 39 to the
Standalone Financial Statements, which forms part of
the Annual Report.

Pursuant to the provisions of Regulation 23 of the
Listing Regulations, your Company has filed half yearly
reports with the stock exchanges, for the related
party transactions.

30. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company has zero tolerance on sexual harassment
at workplace. The Company has formulated a Policy on
Prevention of Sexual Harassment at Workplace and
has also constituted an Internal Complaints Committee
("ICC") as stipulated by the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder
(as amended from time to time). Appropriate reporting
mechanisms are in place for ensuring protection against
Sexual Harassment and the right to work with dignity.

During the year under review:

(a) Number of complaints of sexual harassment
received in the year - Nil

(b) Number of complaints disposed off
during the year- Nil

(c) Number of cases pending for more than
ninety days - Nil

31. MATERNITY BENEFIT

The Company has complied with the provisions
of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed thereunder.
The Company is committed to ensuring a safe,
inclusive, and supportive workplace for women
employees. All eligible women employees are provided
with maternity benefits as prescribed under the
Maternity Benefit Act, 1961, including paid maternity
leave, nursing breaks, and protection from dismissal
during maternity leave.

The Company also ensures that no discrimination
is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and
HR policies are in place to uphold the spirit and letter of
the legislation.

32. MATERIAL CHANGES AND COMMITMENTS

OCCURRED DURING APRIL 1, 2024 TILL THE DATE
OF THIS REPORT WHICH WOULD AFFECT THE
FINANCIAL POSITION OF YOUR COMPANY.

There have been no material changes and commitments
affecting the financial position of the Company, which
have occurred between the end of the financial year of
the Company to which the financial statements relate
and the date of this Report.

OTHER MATTERS

i. No significant or material orders were passed by
the Regulators or Courts or Tribunals which will
impact the going concern status and Company's
operations in future.

ii. The Company has not issued Equity Shares with
differential rights as to Dividend, Voting or Otherwise.

iii. The Company has not issued shares (including
Sweat Equity Shares) to Employees of the Company
under any Scheme.

iv. There has not been any change in the nature of business
of the Company during the year under review.

v. A disclosure, as to whether maintenance of cost
records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act,
2013, is required by the Company and accordingly such
accounts and records are made and maintained - The
business of the company does not fall under any of the
sector mentioned in The Companies (Cost Records
and Audit) Rules, 2014 read with the Section 148 of
the Companies Act, 2013. Hence maintenance of cost
record is not applicable to the company

vi. There is no application made or any proceeding pending
under Insolvency and Bankruptcy Code against the
Company during the year under review.

vii. The details of difference between amount of the
valuation done at the time of one time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
- Not applicable.

33. CORPORATE GOVERNANCE

A special section on the corporate governance
practices used by your company is included in this
annual report in accordance with the SEBI (Listing
Obligations and Disclosure Requirement) Regulations,
2015, together with a certificate from the Practicing
Company Secretary attesting to compliance.

The Board has established a Code of Conduct for
all Board Members and Senior Management of the
Company in accordance with the SEBI Regulations.
The Company's website has a copy of the Code
of Conduct posted there. Senior Management
Personnel and all Board Members have confirmed
conformity with the Code.

34. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your
Company prepared in accordance with the Companies
(Indian Accounting Standards) Rules, 2015 (Ind AS)
prescribed under Section 133 of the Companies Act,
2013 and other recognized accounting practices and
policies to the extent applicable and forms part of
this Annual Report.

35. CONSERVATION OF ENERGY, TECHNOLOGICAL
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts)
Rules, 2014, is annexed herewith as "Annexure - E".

36. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has followed the applicable Secretarial
Standards ("SS") i.e. SS-1 and SS-2, issued by the
Institute of Company Secretaries of India, relating
to 'Meetings of the Board of Directors' and 'General
Meetings', respectively.

37. PARTICULARS OF EMPLOYEES:

The Detail pertaining to remuneration as required under
Section 197(12) of the Companies Act 2013 read with
Rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is attached as
"Annexure B" to this report.

38. INTER SE RELATIONSHIP BETWEEN DIRECTORS

There is no inter-se relationship between the Directors
except that Mr. Sudhir Mungase (DIN: 00006754),
Whole-time Director of the Company is a brother-in¬
law of Mr. Shivaji Akhade (DIN: 00006755), Managing
Director of the Company and Mrs. Aishwarya Akhade
(DIN: 07995385) is the daughter of Mr. Shivaji Akhade
(DIN: 00006755), Managing Director of the Company.

39. ACKNOWLEDGMENTS

Your Directors express their sincere appreciation for the
support and cooperation received from various Central
and State Government Departments, Customers,
Vendors, and Lenders, particularly Bank of Baroda, J
M Financial Asset Reconstruction Company Limited,
and TATA Motors Finance Solutions Limited (since
merged with TATA Capital Limited). for their ongoing
assistance and support during a very trying time for the
Company. The company's shareholders' support and
trust are also gratefully acknowledged by the directors.
The directors also want to publicly express their sincere
gratitude for the unwavering dedication and dedicated
work of all of the company's workers & staff.

For and on Behalf of the Board

SD/-

Kishor Kharat

Chairman
DIN: 07266945

Date: August 13, 2025
Place: Pune